5/11/2025

Upper Crust Owner SSP Faces Private Equity Interest amid Activist Engagement from Irenic

Private Equity Insights (05/11/25)

Irenic Capital Management has built a stake of around 2% in SSP Group (SSPG), the FTSE 250-listed operator of Upper Crust and Ritazza, positioning the firm for a potential strategic shake-up that could lead to private equity interest. Irenic is urging SSP to improve its profitability and believes the company’s shares are undervalued, with potential to double in price. The investor, which manages approximately $1.4bn, has held discussions with SSP management but has not yet issued formal demands. It plans to increase its stake further. The firm is no stranger to public-to-private scenarios. In 2023, it helped drive The Restaurant Group’s £506m sale to Apollo Global Management, alongside Oasis Capital Management. SSP has struggled to recover from the pandemic, facing persistent cost inflation and a slower-than-expected rebound in rail travel. Its adjusted operating margin dropped to 6% in 2023, from 8% in 2019, despite generating £219.2m in operating profit on £3.4bn in sales. The group’s market capitalization currently stands at £1.2bn. Led by CEO Patrick Coveney, SSP has said it remains focused on delivering its strategic priorities. “While the pace of transition from Covid recovery to a business with demonstrably strong returns has been fast, it hasn’t been fast enough,” Coveney noted in December. The company’s India joint venture, TFS, is also expected to float later this year with an anticipated valuation of around £1bn, further enhancing the group’s appeal to prospective buyers.

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5/8/2025

Tejon Ranch Co.’s Refreshed and Highly Qualified Board is Best Positioned to Create Long-Term Value and Realize Tejon’s Strategic Goals

Stock Titan (05/08/25)

Tejon Ranch Co. (TRC) is urging shareholders to vote "FOR" all 10 of its director nominees at the upcoming Annual Meeting on May 13, in opposition to Bulldog Investors' proxy contest. Bulldog, a New Jersey-based hedge fund, is attempting to install three nominees that lack relevant real estate and California-specific development experience. The company emphasizes that all three major proxy advisory firms (Egan-Jones, Glass Lewis, and ISS) have recommended voting for Tejon's nominees. To enhance shareholder engagement, Tejon has committed to holding an Investor Day at NYSE in fall 2025, organizing a ranch event in 2026, and improving quarterly earnings communications. The company argues that Bulldog's nominees would disrupt the board's carefully balanced expertise in capital allocation, land use, and California regulatory strategy at a critical time for the company. Tejon's management characterizes Bulldog as a "serial proxy agitator" with experience primarily in "closed-end funds or short-term plays" that recently acquired shares. Meanwhile, third-party 13D Monitor criticized Bulldog's campaign, noting they "admit 'we have no agenda'" and offer a "curiously weak slate" of nominees. The contest involves cumulative voting, which can enable minority shareholders to gain board representation more easily than standard voting methods – making every shareholder vote particularly consequential in determining who directs Tejon's significant land assets going forward. Tejon Urges Shareholders to Vote the WHITE Proxy Card "FOR” all 10 of the Company’s Director Nominees.

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5/8/2025

Australia's Woodside Confronts Protests, Investor Anger at Annual Meeting

Reuters (05/08/25) Chen, Christine

Climate change activists on Thursday disrupted Australian gas producer Woodside Energy's (WDS) annual general meeting, heckling Chief Executive Meg O’Neill and forcing several suspensions. Investors also figured in the backlash to Woodside's gas projects and sustainability measures, similar to previous years, with Australian pension funds HESTA and Aware lodging protest votes against its director charged with climate risk oversight. "I'd ask you to please be respectful of the other actual shareholders in the room who have a keen interest in understanding what we're doing to generate value for them," O'Neill told protesters who interrupted her opening address. Whistling and shouting began around 20 minutes into the meeting in the western Australian city of Perth, as O'Neill discussed Woodside’s gas portfolio, its contribution to society and role in meeting energy security and decarbonization goals. The behavior was "unnecessary," Chairman Richard Goyder said. Event organizers suspended proceedings and tried to drown out the noise by playing promotional videos about the company's energy projects and sponsorship of football club the Fremantle Dockers. "We have plenty more of these videos we can play," O’Neill added. O'Neill and Goyder also faced scrutiny from meeting attendees who questioned the company's carbon emissions and the impact of the proposed North West Shelf project extension on nearby Murujuga rock art and sea turtles in the Scott Reef. A coalition of environmental groups also protested outside. Last year's proceedings featured similar backlash with shareholders rebuking Woodside's emissions plan and activists crashing the meeting due to concerns over the company's pursuit of new gas projects. The company also greenlit a $17.5-billion liquefied natural gas project at Louisiana in the United States last week, which would take its total LNG output to 24 million tonnes per annum (Mtpa) in the next decade, or more than 5% of global supply. Ahead of the annual meeting, influential proxy adviser Glass Lewis recommended that shareholders block the re-election of independent director Ann Pickard, who chairs the oversight committee on climate risk. It cited an inadequate response to an "ongoing pattern of significant shareholder opposition to the company’s climate strategy." The funds HESTA and Aware, as well as Norway’s Storebrand, opposed Pickard’s re-election, while U.S. pension funds CalPERS and CALSTRS voted against director Ben Wyatt. "The steps taken by Woodside so far fall short of what is needed to position it for the global transition to a low-carbon future and the company needs to do more," HESTA said in a statement. A fifth of shareholders voted against Pickard's election, the worst vote on record against a Woodside committee chair, according to the Australasian Centre for Corporate Responsibility.

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5/8/2025

Findell Capital Management Responds to Opportun's Reactionary and Defensive Reduction of Board Size

PRNewswire (05/08/25)

Findell Capital Management LLC, the single largest stockholder of Oportun Financial Corporation (OPRT), responded today to Oportun's announcement that the size of its Board of Directors would be reduced from 10 to eight members and that directors Scott Parker and R. Neil Williams would not stand for reelection at its 2025 Annual Meeting of Stockholders. Findell, which is seeking to replace long-tenured CEO Raul Vazquez on the Board with its nominee Warren Wilcox, an experienced executive in the lending space, filed its preliminary proxy statement the same day Oportun announced the change. Brian Finn, Founder and CIO of Findell, commented: "While it is a small positive that the Board has finally recognized that it should shrink its size, we believe the legacy directors' decision not to renominate Mr. Parker is another egregious example of their attempts to prevent accountability and oversight. Evidently, the legacy board members would rather see the Company lose an experienced director with a valuable skillset – whose addition to the Board directly led to a significant improvement in results – than allow new directors who have the support of stockholders to attain majority control. We note that Ginny Lee, the head of the Board's nominating and governance committee when this maneuver was taken, would have lost last year's election without our cooperation agreement and has in our view consistently demonstrated little understanding of the consumer lending business or her own fiduciary responsibilities. Mr. Parker's background as a former CFO of several public and private companies with decades of experience as a consumer lending executive is extremely valuable at a time when the Company lacks a permanent CFO and has only two other board members with lending experience. We supported Mr. Parker's addition to the Board last year, and he helped drive much needed oversight and we are committed to working with him to bring him back onto the Board next year. This action by the legacy board makes it more important than ever that fellow stockholders deliver a strong message to the Board this year by voting to replace Mr. Vazquez, who has presided over years of disastrous results, with Mr. Wilcox, a lending industry veteran whose extensive experience and expertise can offer the oversight Findell believes is desperately needed at Oportun. In the coming weeks, we will share more information regarding Mr. Vazquez's value-destructive tenure at Oportun and the importance of the upcoming election to the future of the Company."

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5/8/2025

Tinder Parent Match's Paying Users Fall as Demand Slowdown Intensifies

Reuters (05/08/25) Lamba, Kritika

Match Group (MTCH) on Thursday posted a 5% fall in paying users for the first quarter, sending its shares down 7% as investors concerned about the Tinder owner's business revamp looked past its estimate-beating results. The dating app operator also announced plans to slash 13% of its workforce to cut costs — its first big move since new CEO Spencer Rascoff took the helm in February with a focus on tackling a slowdown in user engagement. The online dating industry has hit a rough patch as persistent inflation, a lack of innovative features, and market stagnation pull consumers away from dating apps such as Tinder and Bumble (BMBL). Paying users at Match — parent of dating sites Tinder, Hinge, and OkCupid — fell to 14.2 million in the first quarter, from 14.9 million a year ago. Payers play a crucial role in the business, and the observed underperformance, despite a strong top-line outlook, contributes to a more cautious perspective among investors, said Chandler Willison, research analyst at M Science. The company forecast second-quarter revenue between $850 and $860 million, above analysts' average estimate of $846.7 million, according to data compiled by LSEG. Activist investors have also been pressing Match for over a year to rethink capital allocation, cut costs, and consider a strategic review of its MG Asia business. Match and Bumble have been refining their applications and introducing artificial intelligence features such as AI-enabled discovery to improve the dating experience for users. "Product enhancements are the critical lever to return to payer growth," said Michael Ashley Schulman, CFA at Running Point Capital. For the quarter ended March 31, the company's revenue declined by 3% to $831 million, beating estimates of $827.5 million. Rival Bumble on Wednesday reported a more than 7% fall in first-quarter revenue, but met market estimates.

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5/8/2025

Kenvue First-quarter Results Beat Estimates Helped by Strong Demand for Self Care Products

Reuters (05/08/25)

Kenvue (KVUE) beat quarterly profit and revenue estimates on Thursday as better-than-expected demand for cough-and-cold brands like Tylenol and Benadryl offset weaker sales in its skin-health and beauty segment, sending shares up nearly 5% in premarket trade. However, the consumer health firm said it expects annual profit to remain flat year-over-year, anticipating higher costs from President Trump's tariffs on U.S. imports. The company had previously forecast adjusted profit to range between flat to a growth of 2% in 2025 . It had earned $1.14 per share in the previous year. Kenvue, spun off from Johnson & Johnson (JNJ) in 2023, has faced pressure from activist investors to boost performance, particularly at its struggling skin-health and beauty unit, which includes brands like Neutrogena and Aveeno. First-quarter sales at that segment fell 7.3% to $977 million, compared with analysts' estimates of $1.09 billion. Sales at self-care — its largest segment by revenue — came in at $1.67 billion. Analysts were expecting that segment to post $1.61 billion in sales. On an adjusted basis, the company earned a profit of 24 cents per share for the reported quarter, compared with analysts' average estimate of 23 cents per share, according to data compiled by LSEG. Kenvue reached an agreement with activist investor Starboard Value earlier this year and added the firm's founder and chief executive, Jeffrey Smith, to its board. Separately, the company said on Thursday Kellanova's (K) Amit Banati will replace Paul Ruh as its Chief Financial Officer, effective May 12. Banati most recently served as the finance chief of Kellanova.

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5/8/2025

Smiths Group Kicks Off Break-up with Move to Sell £1 Billion Unit

Financial Times (05/08/25) Levingston, Ivan; Pfeifer, Sylvia; Barnes, Oliver

Smiths Group is pressing ahead with plans to sell its £1bn electrical connectors division, taking the first step towards a break-up of the London stock market’s last large industrial conglomerate. The FTSE 100 company, known for making airport security scanners, has begun pre-marketing its Smiths Interconnect division and plans to kick off a sales process in the coming days, according to people familiar with the matter. The division could be worth about £1 billion, they added. Bankers at Goldman Sachs and JPMorgan are working on the sale of the unit, which makes high-tech components for satellite and aerospace communications. Smiths’ business spans aerospace, communications, energy and security. The company said earlier this year that it would sell or demerge two of its four core divisions and return a large proportion of the proceeds to shareholders after coming under pressure from activist investors, including Elliott Management and Engine Capital. Roland Carter, Smiths’ chief executive, insisted at the time that a review of the company’s businesses had already been under way before the investors’ intervention. The sale of the Interconnect unit, which has about 2,600 staff according to its most recent annual report, would be the first step in the break-up. The sale could attract interest from both private equity and trade suitors, said some of the people familiar with the plans. Smiths has said that it plans to sell its Interconnect business this year, followed by a demerger or sale of Smiths Detection, which makes baggage-screening scanners used in airports. Interconnect accounted for 13% of the entire company’s revenue in the six months to the end of January. The business generated £202 million of revenue and £35 million in headline operating profit in the period. The company plans to shift its focus towards industrial technologies through its John Crane division, which makes seals and components that control the flow of liquids and gases, and its Flex-Tek business, a maker of heating elements. Analysts have said the disposals could eliminate the “conglomerate discount” on Smiths’ share price. In February, the shares hit an all-time high following the announcement of the break-up plan, before receding. They are up 14% this year, giving the company a market capitalization of close to £7 billion.

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5/7/2025

Ancora Issues Letter to Forward Air Shareholders Regarding the Need to Vote AGAINST Three Unfit Legacy Directors at 2025 Annual Meeting

Business Wire (05/07/25)

Ancora Holdings Group, LLC today issued a letter to shareholders of Forward Air Corporation (FWRD) outlining its reasons why shareholders should join Ancora in voting AGAINST three current members of the Board of Directors at the 2025 Annual Meeting of Shareholders: Chairman George S. Mayes, Jr., Director Javier Polit, and Director Laurie A. Tucker. Ancora maintains that these directors, who supported Forward Air’s disastrous acquisition of Omni Logistics, LLC in 2023 and then resisted public calls from several shareholders to run a strategic review in 2024, cannot be trusted to oversee a credible process that results in a value-maximizing outcome for shareholders. The letter notes that Ancora, which first invested in Forward Air in 2020, currently has an approximately 4.1% stake and is a top 10 shareholder of the Company. "We have a long history of engaging with Forward Air's leadership to deliver value-enhancing suggestions pertaining to capital allocation, corporate governance, operations and strategy," the letter states. "Within a year of our initial campaign — which resulted in a refresh of the Board and stronger financial and operational discipline — the Company's shares rose significantly and reached an all-time high of more than $121 in January 2022. Unfortunately, the Board's debt-fueled acquisition of Omni and evident resistance to running a credible strategic review of sale options have been the primary catalysts of tremendous value destruction. Today, Forward Air's shares trade at just $16.75." In the four months since its announcement it would launch a review of strategic alternatives, "the Board has moved alarmingly slowly, causing us to become deeply troubled by its apparent inability or unwillingness to advance shareholders' best interests. We fear that the Board has not even entered into non-disclosure agreements with any interested parties as of the date of this letter. As such, we plan to send the Board a clear message that the status quo is unacceptable in light of the significant value that has been destroyed and the time-sensitive opportunity currently in front of Forward Air. Ancora is voting “AGAINST” the following long-serving Board members at the 2025 Annual Meeting: Chairman George S. Mayes, Jr., Director Javier Polit and Director Laurie A. Tucker. Given that Forward Air has a clear resignation policy for directors who receive more votes “against” their election than votes “for” their election, we feel this is the right step to take in order to obtain accountability and deliver a strong mandate to the remaining Board members."

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